Natalia Coen
About Natalia Coen
Executive Vice President and Chief Risk Officer at Sierra Bancorp (Bank of the Sierra), appointed effective September 20, 2023; age 57 as of the 2025 proxy . Education: MA in International Policy Studies (economics) from Middlebury Institute of International Studies at Monterey; BA in Economics from University of Texas at Austin . Tenure and performance context: 2024 net income rose to $40.56 million with ROAA at 1.12%, while the Company’s TSR improved to 121.25 versus 90.98 in 2023; management attributes TSR performance to improved bank stock sentiment and stronger results, with relative TSR underperformance versus peers over five years due in part to loan growth volatility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gateway First Bank | Chief Risk Officer & Chief Compliance Officer | 2022–2023 | Led enterprise risk framework, established risk monitoring, metrics, and tolerance |
| Gateway First Bank | Chief Compliance Officer | 2019–2022 | Built compliance oversight and controls |
| CoBiz Financial / CoBiz Bank | SVP, Director of Compliance / Compliance Officer | 2005–2019 | Ran compliance programs for regional bank holding company and bank |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Bankers Association | CRCM Advisory Board Member | n/d | Professional standards advisory role |
| Colorado Compliance Professionals Association | Board Treasurer; later Board President | n/d | Industry association leadership |
| The Action Center (CO) | Board Treasurer; Finance Committee Member | n/d | Community nonprofit governance |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary | $112,308 | $400,000 |
| Perquisites (notable) | Car allowance $3,500; Misc. $2,027 | Car allowance $12,000; 401(k) employer contrib. $13,800; Restricted dividends $19,931; Misc. $3,329 |
Performance Compensation
Annual Incentive Bonus – Plan Mechanics (Company-wide)
| Metric | Weighting | Target | Actual | Payout Outcome |
|---|---|---|---|---|
| Net Income | 80% | $36.6 million | 110.96% of target | +5.48% uplift; bonuses paid at 105.48% of target for all NEOs |
| Individual Performance | 20% | Discretionary | Fully met | 100% of discretionary component |
Annual Incentive – Natalia Coen
| Year | Target Bonus % of Base | Actual Bonus Paid |
|---|---|---|
| 2023 (partial year) | Up to 50% per employment agreement | $55,912 |
| 2024 | 50% | $210,960 |
Equity Awards and Vesting
| Grant Date | Type | Grant Value / Size | Vesting | Performance Metric |
|---|---|---|---|---|
| Nov 2023 | Restricted Stock (time-based) | $400,000 per employment agreement; granted in Nov 2023 | 20% annually over 5 years | n/a |
| Feb 2025 | Restricted Stock (split) | 39.6% of base salary (CRO) | Time-based portion vests ratably over 3 years; 25% of grant is performance-based (for CRO) | Performance-based portion: 3-year avg ROAA target ≥ 1.14% for Target vesting; interpolation applies; <50% of Target → no vest |
Equity Vesting Events and Realization
| Date | Shares Vested | Value Realized |
|---|---|---|
| Nov 16, 2024 | 4,241 | $132,871 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 24,477 shares; 0.18% of outstanding |
| Unvested Restricted Shares (FY-end 2024) | 16,962 shares; market value $490,541 |
| Breakdown of Restricted Holdings | 20,805 time-based RS; 1,281 performance-based RS (as of Mar 24, 2025) |
| Options Outstanding | None for Coen |
| Hedging/Pledging | Executives prohibited from hedging, short sales, pledging, or margin accounts |
| Ownership Guidelines | CEO: 1.5x salary; EVPs (incl. CRO): 1x salary; Directors: $100k. Unvested RS counts; valued at purchase or grant; compliance deadline later of Feb 15, 2027 or 3 years from hire; must hold vested RS for 1 year except tax net-share settlement |
Employment Terms
| Term | Provision |
|---|---|
| Title/Role | EVP & Chief Risk Officer for Bank and Bancorp |
| Agreement Term | Effective Sep 20, 2023; runs through Dec 31, 2026; auto-renews yearly unless non-renewal notice ≥6 months prior |
| Base Salary | Minimum $400,000; reviewed at least annually |
| Target Bonus | Up to 50% of base salary |
| Equity Grant on Hire | $400,000 restricted stock; 5-year ratable vesting |
| Benefits | Auto allowance $1,000/month; relocation reimbursement up to $30,000; eligibility for executive plans including health and 401(k) |
| Non-Compete / Non-Solicit | No competitive employment during term; post-termination non-solicit of employees/customers for 12 months within Bank markets; nondisclosure obligations continue |
| Severance (No Cause) | Cash equal to 100% of current base salary; 12 months of health/vision/dental (Company pays 100% of employee and 50% of dependents via COBRA/Cal-COBRA) |
| Change-in-Control (CIC) | Automatic termination upon CIC; cash equal to 2x base salary plus maximum eligible bonus; 12 months of health/vision/dental as above; equity accelerates (unvested RS fully vests; options immediately exercisable) |
| CIC Definition & Limits | Defined events and regulatory approvals; Section 409A-compliant; 280G “cutback” applies if excise tax would be triggered; no tax gross-ups (explicitly prohibited Feb 2024) |
| Indemnification | Standard officer indemnification agreement |
Compensation Structure Analysis
- Equity mix shifted toward RS over options since 2020; CRO hire package consistent with long-term retention (5-year vest) and alignment via later incorporation of performance-based ROAA awards (25% of CRO’s 2025 grant tied to ROAA) .
- Cash bonus formula is performance-based with strong earnings sensitivity (80% net income), plus 20% discretionary; 2024 net income outperformance drove 105.48% of target bonus payout .
- Governance guardrails: no repricing under 2023 plan; prohibition of hedging/pledging; ownership guidelines with post-vest holding requirement; explicit ban on tax gross-ups adopted in 2024 .
Investment Implications
- Alignment: Performance-weighted incentives (ROAA target for equity, net income for cash) plus strict anti-hedging/pledging and ownership guidelines suggest strong shareholder alignment and reduced agency risk .
- Retention and selling pressure: Time-based RS from the Nov 2023 hire vest annually through 2028 and Feb 2025 RS vest ratably through 2027; expect potential Form 4 activity around mid-November and February vesting/tax-settlement windows, though 1-year post-vest holding imposes discipline (tax net-settlement excepted) .
- CIC economics: Equity accelerates and cash severance equals 2x base + max bonus; combined with accelerated vesting, CIC could be a positive personal outcome and create retention/negotiation dynamics in M&A. 280G cutback mitigates excess parachute tax risk; no gross-ups reduces shareholder-unfriendly optics .
- Performance context: 2024 TSR and ROAA strengthened; pay is benchmarked to peer medians with percentile adjustments, and CRO’s 2024 actual total compensation ranked ~64th percentile of peers, balancing competitiveness and cost discipline .